Sweater Weather Brings Chill to M&A, CEOs Are Apple to Activists’ Eye | |
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Tee up the activist time machine. At CNBC's Delivering Alpha Summit, where GPPers were in attendance, yesterday in New York City, Pershing Square's Bill Ackman reminisced about his legendary on-air spat with octogenarian fellow activist investor Carl Icahn, saying the two have now “made peace.” That was in response to reporter Scott Wapner’s question about Ackman tweeting that a short attack against Icahn’s company IEP has “a karmic quality” . Ackman also noted that he wasn’t short IEP – or any other stocks recently – as “being psychologically short is a much lower risk way.”
There wasn’t much talk about dealmaking at the conference, though elsewhere this week, smart money was sending mixed messages on the outlook for M&A. In the glum camp: the Financial Times’ Ivan Levingston, Ortenca Aliaj and James Fontanella-Khan reported on the protracted deal activity through the end of Q3 that saw the value of M&A sink to the lowest it's been since 2013, down 28% from the same period last year. But Bill Curtin, Global Head of M&A for Hogan Lovells, was more bullish, telling the FT that “in the last two weeks I’ve received calls from big [strategic bidders] looking at multibillion transactions in their sectors, and those are phone calls I didn’t get six to 12 months ago.”
On the activist front, a recent article from Olshan Frome Wolosky, a firm that represents activists, suggests that when it comes to getting to the top of the corporate ladder, climbing up is the easy part: it’s staying at the top that’s more difficult. Andrew Freedman, co-managing partner and chair of the law firm's shareholder activism practice, suggests that 2017’s proxy season, which coincided with the #MeToo movement and the related increased scrutiny of business leaders' behavior, was a turning point that resulted in a noticeable uptick in activist investors seeking to oust executives. But success since then has been mixed. During the 2023 proxy season, activists waged more than 30 campaigns to remove CEOs, but only succeeded 25% of the time.
Editor’s note: GPP will be co-sponsoring this year’s Berkeley Fall Forum on Corporate Governance, taking place in San Francisco on October 10th and 11th. If you’re in town for the event or happen to live there, we invite you to drop by Gladstone’s cocktail party on Monday, October 9th, from 6 p.m. to 8 p.m. at the Pied Piper, located in the Palace Hotel. We hope to see you there. Please send us an RSVP at [email protected] if you’d like to join us.
Have a great weekend,
GPP Team
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CNBC: Delivering Alpha
CNBC anchors report from the annual conference in New York City, featuring guests Bill Ackman, Dina Powell McCormick, Lazard’s Raymond McGuire, and others. Read More
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Financial Times: Dealmaking Languishes at Decade Low on Private Equity Drought
The global M&A market is "languishing," write Ivan Levingston, Ortenca Aliaj and James Fontanella-Khan, noting this past quarter had the lowest level of M&A activity for any third quarter since 2012, although recent big-name deals including Cisco-Splunk and the WestRock-Smurfit Kappa combination are potential signals of an M&A revival. Read More
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Bloomberg Law: CEOs Are More Vulnerable Than Ever as Shareholder Activism Rises
Andrew Freedman, co-managing partner and chair of Olshan Frome Wolosky’s shareholder activism practice, details the increasing threat CEOs have faced in recent years from activist investors. Read More
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Bloomberg: Wagamama's Activist Menu Is Gaining Traction
Following activist pressure by Oasis Management and Irenic Capital Management, Wagamama's parent company, Restaurant Group Plc, announced the departure of its Board Chairman and plans to divest its lagging Franke & Bennys and Chiquito units. Raising speculation that a slimmed-down menu at the Restaurant Group could make it a tasty potential acquisition target, writes Mathew Broker. Read More
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Reuters: Investor Engine Capital Asks Parkland to Cut Debt, Start Buyback Plan
The gas station operator Parkland Corporation is facing activist pressure after Engine Capital sent the Board a letter urging the company to launch a new share buyback plan, prioritize debt reduction and consider the potential sale or spinoff of some assets. Read More
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Columbia Law School Blue Sky Blog: Redemption Mechanisms in Poison Pills: An Underappreciated Element of Takeover Defense
New research by Olivier Baum (Sullivan & Cromwell) and Ghuan Subramanian (Columbia Law and Harvard Law Professor) analyzing the different types of poison pill redemption mechanisms (i.e., ”trip wire” or ”last-look”) suggests that the ”trip-wire” tactic is more effective at deterring takeovers although “not all law firms seem to appreciate this,” as the choice of which provision to use is driven less by takeover circumstances and more by the "house view" of law firm’s advising companies. Read More
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Institutional Investor: What a Government Shutdown Will Mean for SEC Rule Making
Michelle Celarier details how the upcoming potential government shutdown could impact the SEC's operations, including delays to widely anticipated guidelines on disclosures for SPACs, 13D filings, climate change risk and more. Read More
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The Deal: Southwest Eyes Centuri IPO After Icahn Deal
Ron Orol reports that Southwest Gas Holdings, which was targeted by Carl Icahn in 2022, is planning to file an IPO for its Centuri Holdings Inc. unit after it agreed to pursue strategic alternatives for the division as part of the company's settlement with Icahn last year. Read More
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UC Davis: Ethical Shareholders Advocate for Environmental Change Even When It Hits Their Wallets, Study Suggests
A new research study by Professor Paul Griffon (Graduate School of Management at University of California, Davis) analyzing over 900 climate-related shareholder activism proposals from 2009 to 2022 found that ethical-minded shareholders are willing to accept lower returns on their investments in exchange for environmentally friendly business practices that address and reduce carbon risk and emissions. Read More
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The Wall Street Journal: When Corporate Confessions Make Companies Look Good—and When They Don’t
Sarah Soule dives into what she calls the “collective mea culpa sweeping through the C-suite,” conducting original research to determine the efficacy of the corporate apology. Read More
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Knowledge at Wharton: Disruption or Distortion? The Impact of AI on Future Operating Models
Scott A. Snyder, senior fellow at Wharton, delves into the transformative power of AI, emphasizing the need to proactively consider ethical implications when integrating AI into a company’s organization structure. Read More
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Reuters: Cisco's $28 billion Splunk Deal May Ignite Software Deal Frenzy
Milana Vinn shares how various industry pundits are predicting that Cisco's announcement last week's that it plans to buy Splunk for $28 billion will likely spur other tech companies to "splash out on similar acquisitions" for software vendors that have demonstrated reliable profitably. Read More
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Bloomberg Markets: JPMorgan’s Aiyengar Cautiously Optimistic on M&A Market
Anu Aiyengar, JP Morgan Managing Director and Global Head of M&A, joins Bloomberg's broadcast coverage to share her outlook on the global M&A landscape, particularly the emerging Indian market. Watch Here
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The Deal: DOJ, FTC Blur Distinctions Between Mergers
David Hatch examines how antitrust regulators including the FTC's Jonathan Kanter and Aviv Nevo are attempting to update how merger agreements are labeled in order to make it easier for regulatory bodies to challenge certain deals. Read More
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Reuters: As Government Shutdown Looms, Companies Should Go Public 'Before Friday,' SEC Chief Says
Amid concerns of a potential government shutdown, SEC Chair Gary Gensler warns that the SEC would be reduced to "skeletal" staffing levels, hindering its ability to approve IPOs and adequately respond to market disturbances reports Douglas Gillison. Read More
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The Wall Street Journal: The IPO Market Is Open Again! At Least for the Moment.
Corrie Driebusch argues that while the recent string of strong, high-profile IPOs of Instacart, Arm and Klaviyo appear to many investors as a sign of a revived IPO market, the performance of all three of those stocks has since faded from opening day, indicating that the market is "still sleepy.” Read More
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Reuters: Birkenstock Eyes US IPO Even in Government Shutdown, Sources Say
Abigail Summerville and Anirban Sen report that even with a potential government shutdown looming large in its sights, which could reduce the SEC's staffing to "skeletal" levels, Birkenstock still plans to kick off its IPO roadshow next month. Read More
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HBR’s Cold Call: The PGA Tour and LIV Golf Merger: Competition Vs. Cooperation
The Harvard Business Review's Cold Call podcast breaks down how tensions between PGA and LIV Golf eventually capitulated into a planned merger between the two sides and whether antitrust regulators will succeed in blocking the deal. Listen Here
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Bloomberg: The Big Take: US Companies Pledged to Improve Workplace Diversity. And They Have
Following the murder of George Floyd, many leading U.S. companies vowed to confront racial injustice in the workforce. On Bloomberg’s The Big Take podcast, co-hosts Jeff Green and Rebecca Greenfield discuss whether those same companies have successfully delivered on those promises. Listen Here
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Skadden Insights: Reducing the Risk of ‘Greenwashing’ Litigation and Defending Actions That Are Filed
Skadden’s Jessica Davidson. Nina R. Rose, Jason D. Russell and Meredith C. Slawe detail the recent surge of companies facing ‘greenwashing’ lawsuits and recommend that companies mitigate the risk of potential greenwashing accusations by rigorously vetting their product claims. Read More
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FROM OUR DESK TO YOURS
While some GPPers will be trekking to MetLife Stadium to see Taylor Swift play—oops meant going to the Jets—Chiefs game, others will be heading back in time to attend the Renaissance Faire at Tuxedo Park, New York. Although we won’t be cosplaying or bringing back any medieval swords to add to our office décor, we’re looking forward to the Ye Olde Time Pub Crawl and watching the jousting tournoi while enjoying one of the faire’s massive turkey legs. Huzzah!
If you prefer beer (or wine, or basically anything) to mead, then we’ve still got you covered. Oktoberfest kicks off stateside this weekend, so make sure to dust off those lederhosen. While it may be too late to plan that trip to Munich, with events all around the city, there is no shortage of German eats and drinks – plus NYC has the pretzels covered! Elsewhere in Bavarian NYC, this Sunday is the last day to enjoy reduced admission price at Neue Galerie in honor of its reopening after summer construction, and no visit is complete without a slice of Viennese sachertorte cake with mit schlag, from Café Sabarsky located within the museum. And don’t forget to register for one of GPP’s favorite events centered on potent potables: the RAW Wine festival, specializing in natural wine, which will be held on November 12 in Bushwick. You’ll be sure to see some of us tasting and bringing you ideas for future newsletters.
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GameStop has named its Board Chairman Ryan Cohen as the new CEO effective immediately. Read More
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David Crow, currently the FT's US News Editor, will start in December as Executive Editor at the Wall Street Journal, managing news, features and digital storytelling across their digital platforms. Read More
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Jennifer Zuccarelli, Head of Communications for JPMorgan Chase’s wealth management unit, has joined Goldman Sachs as their Global Head of Media Relations. Read More
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PE and M&A lawyers Brian Mangino and Amber Banks are going to Latham & Watkins from Fried Frank. Read More
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